ASURE SOFTWARE INC
For the period ended Mar 16, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 16, 2026 · Filed Apr 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
405 Colorado Street, Suite 1800
Austin, Texas 78701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Asure Software, Inc., a Delaware corporation (the “Company,” or “Asure”), to be held at 405 Colorado Street, Suite 1800, Austin, Texas 78701, on May 12, 2026, at 9:00 a.m. Central Time for the following purposes:
To elect seven directors to the board of directors, each to hold office until the 2027 Annual Meeting or until his/her respective successor is duly elected and qualified;
To ratify the Audit Committee’s appointment of CBIZ CPAs PC as our independent registered public accounting firm for the year ending December 31, 2026; and
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
All holders of record of shares of our common stock at the close of business on March 16, 2026, are entitled to vote at the Annual Meeting and at any postponements or adjournments of the Annual Meeting. Stockholders are cordially invited to attend the Annual Meeting in person; however, regardless of whether you plan to attend the Annual Meeting in person, please cast your vote as instructed on the Notice of Internet Availability of Proxy Materials, voting instructions form, or proxy card as promptly as possible. The Notice of Internet Availability of Proxy Materials includes instructions on how to request a hard copy of this proxy statement and proxy card for the Meeting free of charge, and you may also authorize your proxy by returning your proxy card to us after requesting hard copy materials. Your prompt response is necessary to ensure that your shares are represented at the Annual Meeting. Submitting your proxy by Internet, telephone or mail will not affect your right to vote in person if you decide to attend the Annual Meeting. Stockholders holding shares of our common stock in brokerage accounts will receive instructions from the holder of record that you must follow in order for your shares to be voted.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING
Registration will begin at 8:30 a.m. Central Time, and seating will begin at 8:45 a.m. Central Time. Each stockholder must bring a proof of ownership and valid picture identification, such as a driver’s license or passport, for admission to the Annual Meeting. If you hold your shares in a brokerage account, you must bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and all cellular phones must be silenced during the Annual Meeting. We realize that many cellular phones have built-in digital cameras, and, while these phones may be brought into the Annual Meeting, the camera function may not be used at any time.
By Order of the Board of Directors,
/s/ PATRICK GOEPEL
Patrick Goepel
Chief Executive Officer
April 2, 2026
Austin, Texas
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 12, 2026. The proxy statement and our annual report to stockholders on Form 10-K are available at https://investor.asuresoftware.com/financial-information and at www.proxyvote.com (please have the control number found on your Notice of Internet Availability of Proxy Materials, voting instructions form, or proxy card available when you visit this website).
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| GENERAL | 1 | |
| About the Annual Meeting and Voting | 2 | |
| ITEM 1 — ELECTION OF DIRECTORS | 4 | |
| Biographical Information Regarding Nominees | 5 | |
| Committees and Meetings of the Board of Directors | 7 | |
| Board Leadership Structure and Role in Oversight | 9 | |
| Non-Employee Director Compensation Table | 9 | |
| Stockholder Communications with the Board of Directors | 10 | |
| Environmental, Social and Governance Principles | 11 | |
| Code of Business Conduct and Ethics | 12 | |
| Insider Trading Policy | 13 | |
| Anti-Hedging Policy | 13 | |
| Clawback Policy | 13 | |
| Stock Ownership Guidelines | 14 | |
| Labor and Human Rights Policy | 14 | |
| Policy on Freedom of Speech and Expression | 15 | |
| Anti-Human Trafficking Policy | 15 | |
| Vendor Code of Conduct | 15 | |
| ITEM 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 | |
| Changes in Registrant’s Certifying Accountant | ||
| Audit Committee Policy on Pre-approval of Fees | 16 | |
| Fees Paid to Independent Registered Public Accountants | 17 | |
| COMPENSATION DISCUSSION AND ANALYSIS | 19 | |
| Executive Compensation | 20 | |
| Summary Compensation Table | 25 | |
| Outstanding Equity Awards at Year-End Table | 26 | |
| Executive Compensation Arrangements | 28 | |
| Pay Versus Performance Disclosure | ||
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 | |
| APPROVAL OF TRANSACTIONS WITH RELATED PARTIES | 33 | |
| OTHER MATTERS | 34 | |
| Delinquent Section 16(a) Reports | 34 | |
| Stockholder Proposals | 34 | |
| Proxy Solicitation Costs | 35 | |
| Householding | 35 | |
| Other Business | 35 | |
405 Colorado Street, Suite 1800
Austin, Texas 78701
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 12, 2026
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